EX-10.77



 Exhibit 10.77 

AVAYA HOLDINGS CORP. 

SECOND AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT  

THIS AWARD AND ANY SECURITIES ISSUED PURSUANT TO THE AGREEMENT ARE 

SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF 

SALE AND OTHER PROVISIONS AS SET FORTH IN THE MANAGEMENT 

STOCKHOLDERS’ AGREEMENT. 

AVAYA HOLDINGS CORP. STRONGLY ENCOURAGES YOU TO SEEK THE ADVICE OF 

YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND 

ITS TAX CONSEQUENCES. 

This agreement (the “Agreement”) evidences an Award of Restricted Stock Units (the “RSUs”) to the Award Recipient governed
by the terms of the Avaya Holdings Corp. Second Amended and Restated 2007 Equity Incentive Plan (the “Plan”), subject to the terms set forth below and on Appendix I and in the Plan, which is incorporated herein by reference; and
(ii) agrees with Avaya Holdings Corp. (the “Company”) as follows: 
  

	 	1.	Preliminary Matters. Not later than upon the execution of this Agreement and effective as of the date hereof, the Award Recipient has executed and become a party to the Management Stockholders’
Agreement. 

  

	 	2.	Effective Date. Subject to the Award Recipient’s execution of the documents referenced in Section 1 above, the grant date for the Award is as set forth in the grant details table above (the
“Grant Date”). 

  

	 	3.	Shares Subject to Award. The Award consists of the right to receive, on the terms set forth herein and in the Plan and except as otherwise provided in Section 5 below, one share (a “Share”)
of Stock of the Company with respect to each RSU forming part of the Award. Subject to adjustment pursuant to Section 7 of the Plan, the Award covers the number of RSUs as set forth in the grant details table above. 


 

	 	4.	Meaning of Certain Terms. Except as otherwise expressly provided, all terms used herein shall have the same meaning as in the Plan. 


 

	 	5.	Delivery of Shares. 

  

	 	a.	Vesting. The award shall vest and become non-forfeitable according to the schedule provided below; provided, however, that vesting for any RSUs awarded shall accelerate in full upon the earlier occurrence
of (i) an event that is both (x) a “change 

  

Avaya Holdings Corp. – Proprietary and Confidential 

  









	 	
in control event” (as defined in Treas. Reg. § 1.409A-3(i)(5)(i)) and a “change in control” in which the Company or its business is acquired and (y) a Transfer by
the Majority Stockholders of Control of Parent (each such capitalized term as defined in the Management Stockholders’ Agreement) (such event, a “Change in Control”), (ii) the Award Recipient’s death or Disability. In the
event the Award Recipient ceases Employment with the Company, then any RSUs that are unvested as of the date of termination of Employment shall be forfeited and cancelled. 


 

			
	 Vesting Date
	  	 Vesting Amount

	First Anniversary of the Grant Date	  	One-fourth (1/4) of the total number of RSUs
		
	Following the first anniversary of the grant date, on each quarterly anniversary of the Grant Date until fully vested on the fourth anniversary of the Grant Date	  	One-sixteenth (1/16) of the total number of RSUs

  

	 	b.	Distribution. With respect to each vested RSU and subject to adjustment pursuant to Section 7 of the Plan, the Company shall deliver one Share on, or within thirty (30) days of each Vesting Date.


  

	 	6.	Effect of Covered Transaction. In the event a Covered Transaction that is not a Change in Control occurs prior to any date of distribution of RSUs as set forth in Section 5b of this agreement, the
RSUs, unless previously distributed pursuant to Section 5 above, and unless assumed in the transaction, shall automatically be converted into the right to receive from the surviving or acquiring entity (or, if so arranged by the Administrator,
from an affiliate thereof), on the same payment schedule as is specified in Section 5 above and otherwise subject to the terms and conditions of this Award, cash (or, in the Administrator’s discretion, securities or other property,
including Stock) on a basis that in the Administrator’s judgment as closely as possible under the circumstances, and on a basis that complies with the requirements of Section 409A, effectuates the intent of the Award, adjusted in such
manner as the Administrator shall have prescribed prior to the Covered Transaction for notional interest or other notional investment experience for the period between the Covered Transaction and payment. 


 

	 	7.	Dividends, etc. If while the Award Recipient still holds the Award and prior to delivery of any Shares under the Award, the Company makes a dividend or other distribution with respect to the Stock, the
Award Recipient shall be entitled, subject to withholding of tax by the Company pursuant to Section 8 below, to a payment in lieu of such dividend or other distribution (which in-lieu-of payment shall be in cash to the extent the dividend or
other distribution was in cash, and otherwise in such form as the Administrator shall determine) equal on a per-Share amount to the per-Share amount of the dividend or other distribution paid by the Company with respect to one Share of outstanding
Stock. 

  
 Avaya Holdings Corp. – Proprietary and
Confidential 

  
 2 









	 	8.	Certain Tax Matters. The Award Recipient expressly acknowledges that because the Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms
hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Award Recipient also expressly acknowledges that, unless applicable law provides otherwise, the Award Recipient (i) is subject to FICA tax
upon the vesting of the RSUs underlying the Award and will promptly pay to the Company, upon demand, the full amount of such tax unless the Company determines instead that it will (a) hold back Shares from an award or permit the Award Recipient
to tender previously owned Shares in satisfaction of tax withholding requirements (but not in excess of the applicable minimum statutory withholding rate) or (b) withhold such tax from other payments owed to the Award Recipient, and
(ii) will be subject to income tax and related withholding requirements with respect to the Award at such time as cash or property is delivered with respect to the Award (unless required to include amounts in income prior thereto by reason of
Section 409A or otherwise). The Award Recipient agrees that the Award Recipient’s rights hereunder are subject to the Award Recipient promptly paying to the Company in cash (or by such other means as may be acceptable to the Company in its
discretion, including, as the Administrator so determines) all taxes required to be withheld in connection with the Award. 

  

	 	9.	Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic
substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. 


 

	 	10.	Acknowledgement. The Award Recipient confirms that he or she has been provided adequate opportunity to review the RSU grant awarded to him or her under the Plan, including this Agreement and the Management
Stockholders’ Agreement. The Award Recipient understands that clicking the appropriate box, “Accept” for acceptance or “Reject” for rejection, indicates his or her irrevocable election to accept or reject, as applicable, the
terms of the grant as set forth in this Agreement. By acceptance of the Award, the Award Recipient agrees to become a party to (or remain, if the Award Recipient is already a party to), and be bound by the terms of, the Management Stockholders’
Agreement. The Award Recipient further acknowledges and agrees that (i) this is an electronic agreement, (ii) the signature to this Agreement on behalf of the Company is an electronic signature that will be treated as an original signature
for all purposes hereunder and (iii) any such electronic signature shall be binding against the Company and shall create a legally binding agreement when this Agreement is accepted by the Award Recipient. 


 

	 	11.	Acceptance of Agreement. In order for this Award to become effective, the Award Recipient must acknowledge acceptance of the Agreement within 60 days from the Grant Date. If the foregoing does not occur by
such date, then the Award may be cancelled at the discretion of the Company. 

  

Avaya Holdings Corp. – Proprietary and Confidential 

  
 3 








 This version supersedes any prior agreement versions for the grant described in the table above. 

Agreed to as of the Grant Date 
 The foregoing Restricted Stock
Unit 
 Award Agreement is hereby accepted: 
 AVAYA HOLDINGS
CORP. 
  

			
	By:	 	 

  
 Avaya Holdings Corp. – Proprietary
and Confidential 

  
 4 








 Appendix I 

NON-DISCLOSURE, IP ASSIGNMENT, NON-COMPETITION AND 

NON-SOLICITATION 
 By executing the Award
Agreement, the Award Recipient acknowledges the importance to Avaya Inc. and its Affiliates existing now or in the future (hereinafter referred to collectively as the “Company”), of protecting its confidential information and other
legitimate business interests, including, without limitation, the valuable trade secrets and good will that it develops or acquires. The Award Recipient further acknowledges that the Company is engaged in a highly competitive business, that its
success in the marketplace depends upon the preservation of its confidential information and industry reputation, and that obtaining agreements such as this one from its employees is reasonable and necessary. The Award Recipient undertakes the
obligations in this Appendix I in consideration of the Award Recipient’s initial and/or ongoing relationship with the Company, this Award, the Award Recipient’s being granted access to trade secrets and other confidential information of
the Company, and for other good and valuable consideration, the receipt and sufficiency of which the Award Recipient acknowledges. As used in this Appendix I, “relationship” refers to an Award Recipient’s employment or association as
an advisor, consultant or contractor, with the Company, as applicable. 
  

	1.	Loyalty and Conflicts of Interest 

 1.1. Exclusive Duty. During his or her
relationship with the Company, the Award Recipient will not engage in any other business activity that creates a conflict of interest except as permitted by the Company’s Code of Conduct. 

1.2. Compliance with Company Policy. The Award Recipient will comply with all lawful policies, practices and procedures of the Company,
as these may be implemented and/or changed by the Company from time to time. Without limiting the generality of the foregoing, the Award Recipient acknowledges that the Company may from time to time have agreements with other Persons which impose
obligations or restrictions on the Company regarding Intellectual Property, as defined below, created during the course of work under such agreements and/or regarding the confidential nature of such work. The Award Recipient will comply with and be
bound by all such obligations and restrictions which the Company conveys to him or her and will take all actions necessary (to the extent within his or her power and authority) to discharge the obligations of the Company under such agreements. 

 

	2.	Confidentiality 

 2.1. Nondisclosure and Nonuse of Confidential Information. All
Confidential Information, as defined below, which the Award Recipient creates or has access to as a result of his or her relationship with the Company, is and shall remain the sole and exclusive property of the Company. The Award Recipient will
never, directly or indirectly, use or disclose any Confidential Information, except (a) as required for the proper performance of his or her regular duties for the Company, (b) as expressly authorized in writing in advance by the
Company’s General Counsel, (c) as required by applicable law or regulation, or (d) as may be reasonably determined by the Award Recipient to be necessary in connection with the enforcement of his or her rights in connection with this
Appendix I. This restriction shall continue to apply after the termination of the Award Recipient’s relationship with the Company or any restriction time period set forth in this Appendix I, howsoever caused. The Award Recipient shall furnish
prompt notice to the Company’s General Counsel of any required disclosure of Confidential Information sought pursuant to subpoena, court order or any other legal process or requirement, and shall provide the Company a reasonable opportunity to
seek protection of the Confidential Information prior to any such disclosure, to the greatest extent time and circumstances permit. 
  

Avaya Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 1 








 2.2. Use and Return of Documents. All documents, records, and files, in any media of
whatever kind and description, relating to the business, present or otherwise, of the Company, and any copies (including, without limitation, electronic), in whole or in part, thereof (the “Documents” and each individually, a
“Document”), whether or not prepared by the Award Recipient, shall be the sole and exclusive property of the Company. Except as required for the proper performance of the Award Recipient’s regular duties for the Company or as
expressly authorized in writing in advance by the Company, the Award Recipient will not copy any Documents or remove any Documents or copies or derivatives thereof from the premises of the Company. The Award Recipient will safeguard, and return to
the Company immediately upon termination of the Award Recipient’s relationship with the Company, and at such other times as may be specified by the Company, all Documents and other property of the Company, and all documents, records and files
of its customers, subcontractors, vendors, and suppliers (“Third-Party Documents” and each individually a “Third-Party Document”), as well as all other property of such customers, subcontractors, vendors and suppliers, then in
the Award Recipient’s possession or control. Provided, however, if a Document or Third-Party Document is on electronic media, the Award Recipient may, in lieu of surrender of the Document or Third-Party Document, provide a copy on electronic
media to the Company and delete and overwrite all other electronic media copies thereof. Upon request of any duly authorized officer of the Company, the Award Recipient will disclose all passwords necessary or desirable to enable the Company to
obtain access to the Documents and Third-Party Documents. Notwithstanding any provision of this Section 2.2 to the contrary, the Award Recipient shall be permitted to retain copies of all Documents evidencing his or her hire, equity,
compensation rate and benefits, this Appendix I, and any other agreements between the Award Recipient and the Company that the Award Recipient has signed or electronically accepted. 

 

	3.	Non-Competition, Non-Solicitation, and Other Restricted Activity 

 3.1.
Non-Competition. This paragraph is applicable to Award Recipients who hold Vice President and higher positions as of the date this Award is accepted. During his or her relationship with the Company and for a period of twelve (12) months
immediately following the termination of the Award Recipient’s relationship with the Company for any reason, whether voluntary or involuntary, the Award Recipient will not, directly or indirectly, whether paid or not (a) serve as a
partner, principal, licensor, licensee, employee, consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise for, (b) directly or indirectly, own, purchase, organize or take
preparatory steps for the organization of, or (c) build, design, finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise join, participate in or affiliate him or herself with, any business whose business,
product(s) or operations are in any respect competitive with or otherwise similar to the Company’s business. The foregoing covenant shall cover the Award Recipient’s activities in every part of the Territory. “Territory” shall
mean (a) all states of the United States of America from which the Company derived revenue or conducted business at any time during the two-year period prior to the date of the termination of the Award Recipient’s relationship with the
Company; and (b) all other countries from which the Company derived revenue or conducted business at any time during the two-year period prior to the date of the termination of the Award Recipient’s relationship with the Company. The
foregoing shall not prevent: (a) passive ownership by the Award Recipient of no more than two percent (2%) of the equity securities of any publicly traded company; or (b) the Award Recipient’s providing services to a division or
subsidiary of a multi-division entity or holding company, so long as (i) no division or subsidiary to which the Award Recipient provides services is in any way competitive with or similar to the business of the Company, and (ii) the Award
Recipient is not involved in, and does not otherwise engage in competition on behalf of, the multi-division entity or any competing division or subsidiary thereof. 
  

Avaya Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 2 








 3.2. Good Will. Any and all good will which the Award Recipient develops during his or her
relationship with the Company with any of the customers, prospective customers, subcontractors or suppliers of the Company shall be the sole, exclusive and permanent property of the Company, and shall continue to be such after termination of the
Award Recipient’s relationship with the Company, howsoever caused. 
 3.3. Non-Solicitation of Customers. During the Award
Recipient’s relationship with the Company and for a period of twelve (12) months immediately following the termination of the Award Recipient’s relationship with the Company for any reason, whether voluntary or involuntary, the Award
Recipient will not, directly or indirectly, contact, or cause to be contacted, directly or indirectly, or engage in any form of oral, verbal, written, recorded, transcribed, or electronic communication with any customer of the Company for the
purposes of conducting business that is competitive with or similar to that of the Company or for the purpose of disadvantaging the Company’s business in any way; provided that this restriction applies (i) only with respect to those
customers who are or have been a customer of the Company at any time within the immediately preceding one-year period or whose business has been solicited on behalf of the Company by any of its officers, employees or agents within said one-year
period, other than by form letter, blanket mailing or published advertisement, and (ii) only if the Award Recipient has performed work for such customer during his or her relationship with the Company, has been introduced to, or otherwise had
contact with, such customer as a result of his or her relationship with the Company, or has had access to Confidential Information which would assist in the solicitation of such customer. The foregoing restrictions shall not apply to general
solicitation or advertising, including through media and trade publications. 
 3.4. Non-Solicitation/Non-Hiring of Employees and
Independent Contractors. During his or her relationship with the Company and for a period of twelve (12) months immediately following the termination of the Award Recipient’s relationship with the Company for any reason, whether
voluntary or involuntary, the Award Recipient will not, and will not assist anyone else to, (a) hire or solicit for hiring any employee of the Company or seek to persuade or induce any employee of the Company to discontinue employment with the
Company, or (b) hire or engage any independent contractor providing services to the Company, or solicit, encourage or induce any independent contractor providing services to the Company to terminate or diminish in any substantial respect its
relationship with the Company. For the purposes of this Appendix I, an “employee” or “independent contractor” of the Company is any person who is or was such at any time within the preceding six-month period. The foregoing
restrictions shall not apply to general solicitation or advertising, including through media, trade publications and general job postings. 

3.5. Non-Solicitation of Others. The Award Recipient agrees that for a period of twelve (12) months immediately following the
termination of the Award Recipient’s relationship with the Company, for any reason, whether voluntary or involuntary, the Award Recipient will not solicit, encourage, or induce, or cause to be solicited, encouraged or induced, directly or
indirectly, any franchisee, joint venture, supplier, vendor or contractor who conducted business with the Company at any time during the two year period preceding the termination of his or her relationship with the Company, to terminate or adversely
modify any business relationship with the Company, or not to proceed with, or enter into, any business relationship with the Company, nor shall he or she otherwise interfere with any business relationship between the Company and any such franchisee,
joint venture, supplier, vendor or contractor. 
  
 Avaya Holdings Corp.
– Proprietary and Confidential 

  
 Appendix I - 3 








 3.6. Notice of New Address and Employment. During the 12-month period immediately
following the termination of his or her relationship with the Company, for any reason, whether voluntary or involuntary, the Award Recipient will promptly provide the Company with pertinent information concerning each new job or other business
activity in which the Award Recipient engages or plans to engage during such 12-month period as the Company may reasonably request in order to determine the Award Recipient’s continued compliance with his or her obligations under this Appendix
I. The Award Recipient shall notify his or her new employer(s) of the Award Recipient’s obligations under this Appendix I, and hereby consents to notification by the Company to such employer(s) concerning his or her obligations under this
Appendix I. The Company shall treat any such notice and information as confidential, and will not use or disclose the information contained therein except to enforce its rights hereunder. Any breach of this Section 3.6 shall constitute a
material breach of this agreement. 
 3.7. Acknowledgement of Reasonableness; Remedies. In signing or electronically accepting the
Award Agreement, the Award Recipient gives the Company assurance that the Award Recipient has carefully read and considered all the terms and conditions hereof. The Award Recipient acknowledges without reservation that each of the restraints
contained herein is necessary for the reasonable and proper protection of the good will, Confidential Information and other legitimate business interests of the Company, that each and every one of those restraints is reasonable in respect to subject
matter, length of time, and geographic area; and that these restraints will not prevent the Award Recipient from obtaining other suitable employment during the period in which he or she is bound by them. The Award Recipient will never assert, or
permit to be asserted on the Award Recipient’s behalf, in any forum, any position contrary to the foregoing. Were the Award Recipient to breach any of the provisions of this Appendix I, the harm to the Company would be irreparable. Therefore,
in the event of such a breach or threatened breach, the Company shall, in addition to any other remedies available to it, have the right to obtain preliminary and permanent injunctive relief against any such breach or threatened breach without
having to post bond, and the Award Recipient agrees that injunctive relief is an appropriate remedy to address any such breach. Without limiting the generality of the foregoing, or other forms of relief available to the Company, in the event of the
Award Recipient’s breach of any of the provisions of this Appendix I, the Award Recipient will forfeit any award or payment made pursuant to any applicable severance or other incentive plan or program, or if a payment has already been made, the
Award Recipient will be obligated to return the proceeds to the Company. 
 3.8. Unenforceability. In the event that any provision of
this Appendix I shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to
be modified to permit its enforcement to the maximum extent permitted by law. The 12-month period of restriction set forth in Sections 3.1, 3.3, 3.4 and 3.5 hereof and the 12-month period of obligation set forth in Section 3.6 hereof shall be
tolled, and shall not run, during any period of time in which the Award Recipient is in violation of the terms thereof, in order that the Company shall have the agreed-upon temporal protection recited herein. 

3.9. Governing Law and Consent to Jurisdiction. The terms of this Appendix I shall be governed by and interpreted in accordance with the
laws of the State of Delaware, as if performed wholly within the state and without giving effect to the principles of conflicts of law. In the event of any alleged breach of this Appendix I, the Award Recipient consents and submits to the exclusive
jurisdiction of the federal and state courts in and of the State of Delaware. The Award Recipient will accept service of process by registered or certified mail or the equivalent directed to his or her last known address on the books of the Company,
or by whatever other means are permitted by such court. 
  
 Avaya
Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 4 








 3.10. Limited Exception for Attorneys. Insofar as the restrictions set forth in this
Section 3 prohibit the solicitation, inducement or attempt to hire a licensed attorney who is employed at the Company, they shall not apply if the Award Recipient is a licensed attorney and the restrictions contained herein are illegal,
unethical or unenforceable under the laws, rules and regulations of the jurisdiction in which the Award Recipient is licensed as an attorney. 

3.11. Attorneys’ Fees and Costs. Except as prohibited by law, the Award Recipient shall indemnify the Company from any and all
costs and fees, including attorneys’ fees, incurred by the Company in successfully enforcing the terms of this Award Agreement against the Award Recipient, (including, but not limited to, a court partially or fully granting any application,
motion, or petition by the Company for a temporary restraining order, preliminary injunction, or permanent injunction), as a result of the Award Recipient’s breach or threatened breach of any provision contained herein. The Company shall be
entitled to recover from the Award Recipient its costs and fees incurred to date at any time during the course of a dispute (i.e., final resolution of such dispute is not a prerequisite) upon written demand to the Award Recipient. 

3.12. Enforcement. The Company agrees that it will not enforce Sections 3.1, 3.3, 3.5 or the portion of Section 3.4 that prohibits
Award Recipient from hiring Company employees and independent contractors to restrict Award Recipient’s employment in any jurisdiction in which such enforcement is contrary to law or regulation to the extent that Award Recipient is a resident
of such jurisdiction at the time Award Recipient’s relationship with the Company terminates and does not otherwise change residency during the restriction period. 
  

	4.	Intellectual Property 

 4.1. In signing or electronically accepting the Award Agreement,
the Award Recipient hereby assigns and shall assign to the Company all of his or her rights, title and interest in and to all inventions, discoveries, improvements, ideas, mask works, computer or other apparatus programs and related documentation,
and other works of authorship (hereinafter each designated “Intellectual Property”), whether or not patentable, copyrightable or subject to other forms of protection, made, created, developed, written or conceived by the Award Recipient
during the period of his or her relationship with the Company, whether during or outside of regular working hours, either solely or jointly with another, in whole or in part, either: (a) in the course of such relationship, (b) relating to
the actual or anticipated business or research development of the Company, or (c) with the use of Company time, material, private or proprietary information, or facilities, except as provided in Section 4.5 below. 

4.2. The Award Recipient will, without charge to the Company, but at its expense, execute a specific assignment of title to the Company and do
anything else reasonably necessary to enable the Company to secure a patent, copyright or other form of protection for said Intellectual Property anywhere in the world. 

4.3. The Award Recipient acknowledges that the copyrights in Intellectual Property created with the scope of his or her relationship with the
Company belong to the Company by operation of law. 
 4.4. The Award Recipient has attached hereto as Exhibit A a list describing all
inventions, original works of authorship, developments, improvements, and trade secrets which were made by the Award Recipient prior to his or her relationship with the Company, which belong to the Award Recipient and which are not assigned to the
Company hereunder (collectively referred to as “Prior Inventions”), and has provided such list to the Company; and, if no such list is attached, the Award Recipient represents and warrants that there are no such Prior Inventions. 

 
 Avaya Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 5 








 4.5. Exception to Assignments. THE AWARD RECIPIENT UNDERSTANDS THAT THE PROVISIONS OF THIS AWARD
AGREEMENT REQUIRING ASSIGNMENT OF INTELLECTUAL PROPERTY (AS DEFINED ABOVE) TO THE COMPANY DO NOT APPLY TO ANY INTELLECTUAL PROPERTY THAT QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 (ATTACHED HERETO AS EXHIBIT B). THE
AWARD RECIPIENT WILL ADVISE THE COMPANY PROMPTLY IN WRITING OF ANY INVENTIONS THAT HE OR SHE BELIEVES MEET THE CRITERIA IN CALIFORNIA LABOR CODE SECTION 2870 AND ARE NOT OTHERWISE DISCLOSED ON EXHIBIT A TO PERMIT A DETERMINATION OF OWNERSHIP BY THE
COMPANY. ANY SUCH DISCLOSURE WILL BE RECEIVED IN CONFIDENCE. 
  

	5.	Definitions 

 Words or phrases which are initially capitalized or are within quotation marks shall have
the meanings provided in this Section 5 and as provided elsewhere in this Appendix I. For purposes of this Appendix I, the following definitions apply: 

“Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common control with the Company, where control
may be by management authority, contract or equity interest. 
 “Confidential Information” means any and all information of the Company, whether
or not in writing, that is not generally known by others with whom the Company competes or does business, or with whom it plans to compete or do business, and any and all information, which, if disclosed, would assist in competition against the
Company, including but not limited to (a) all proprietary information of the Company, including but not limited to the products and services, technical data, methods, processes, know-how, developments, inventions, and formulae of the Company,
(b) the development, research, testing, marketing and financial activities and strategic plans of the Company, (c) the manner in which the Company operates, (d) its costs and sources of supply, (e) the identity and special needs
of the customers, prospective customers and subcontractors of the Company, and (f) the people and organizations with whom the Company has business relationships and the substance of those relationships. Without limiting the generality of the
foregoing, Confidential Information shall specifically include: (i) any and all product testing methodologies, product test results, research and development plans and initiatives, marketing research, plans and analyses, strategic business
plans and budgets, and technology grids; (ii) any and all vendor, supplier and purchase records, including without limitation the identity of contacts at any vendor, any list of vendors or suppliers, any lists of purchase transactions and/or
prices paid; and (iii) any and all customer lists and customer and sales records, including without limitation the identity of contacts at purchasers, any list of purchasers, and any list of sales transactions and/or prices charged by the
Company. Confidential Information also includes any information that the Company may receive or has received from customers, subcontractors, suppliers or others, with any understanding, express or implied, that the information would not be
disclosed. Notwithstanding the foregoing, Confidential Information does not include information that (A) is known or becomes known to the public in general (other than as a result of a breach of Section 2 hereof by the Award Recipient),
(B) is or has been independently developed or conceived by the Award Recipient without use of the Company’s Confidential Information or (C) is or has been made known or disclosed to the Award Recipient by a third party without a
breach of any obligation of confidentiality such third party may have to the Company of which the Award Recipient is aware. 
  

Avaya Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 6 








 “Person” means an individual, a corporation, a limited liability company, an association, a
partnership, an estate, a trust and any other entity or organization, other than the Company. 
  

	6.	Compliance with Other Agreements and Obligations 

 The Award Recipient represents and warrants that his
or her employment or other relationship with the Company and execution and performance of the Award Agreement, including this Appendix I, will not breach or be in conflict with any other agreement to which the Award Recipient is a party or is bound,
and that the Award Recipient is not now subject to any covenants against competition or similar covenants or other obligations to third parties or to any court order, judgment or decree that would affect the performance of the Award Recipient’s
obligations hereunder or the Award Recipient’s duties and responsibilities to the Company, except as disclosed in writing to the Company’s General Counsel no later than the time an executed copy of the Award Agreement, including this
Appendix I, is returned by the Award Recipient. The Award Recipient will not disclose to or use on behalf of the Company, or induce the Company to use, any proprietary information of any previous employer or other third party without that
party’s consent. 
  

	7.	Entire Agreement; Severability; Modification 

 With respect to the subject matter hereof, this Appendix I
sets forth the entire agreement between the Award Recipient and the Company, and, except as otherwise expressly set forth herein, supersedes all prior and contemporaneous communications, agreements and understandings, written or oral, regarding the
same. If the Award Recipient previously executed an Award Agreement with an Appendix I or other schedule containing similar provisions, this Appendix I shall supersede such agreement. In the event of conflict between this Appendix I and any prior
agreement between the Award Recipient and the Company with respect to the subject matter hereof, this Appendix I shall govern. The provisions of this Appendix I are severable, and no breach of any provision of this Appendix I by the Company, or any
other claimed breach of contract or violation of law, shall operate to excuse the Award Recipient’s obligation to fulfill the requirements of Sections 2, 3 and 4 hereof. No deletion, addition, marking, notation or other change to the body of
this Appendix I shall be of any force or effect, and this Appendix I shall be interpreted as if such change had not been made. This Appendix I may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by
the Award Recipient and the Company’s General Counsel. If any provision of this Appendix I should, for any reason, be held invalid or unenforceable in any respect, it shall not affect any other provisions, and shall be construed by limiting it
so as to be enforceable to the maximum extent permissible by law. Provisions of this Appendix I shall survive any termination if so provided in this Appendix I or if necessary or desirable to accomplish the purpose of other surviving provisions. It
is agreed and understood that no changes to the nature or scope of the Award Recipient’s relationship with the Company shall operate to extinguish the Award Recipient’s obligations hereunder or require that a new agreement concerning the
subject matter of this Appendix I be executed. 
  

	8.	Assignment 

 Neither the Company nor the Award Recipient may make any assignment of this Appendix I or
any interest in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, the Company may assign its rights and obligations under this Appendix I without the Award Recipient’s consent (a) in
the event that the Award Recipient is transferred to a position with one of the 
  

Avaya Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 7 








 
Company’s Affiliates or (b) in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into any company or entity or transfer to any company or
entity all or substantially all of the business, properties or assets of the Company or any division or line of business of the Company with which the Award Recipient is at any time associated. This Appendix I shall inure to the benefit of and be
binding upon the Award Recipient and the Company, and each of their respective successors, executors, administrators, heirs, representatives and permitted assigns. 
  

	9.	At-Will Employment 

 This Appendix I does not alter or in any way modify the at-will nature of the Award
Recipient’s employment with the Company. Accordingly, this Appendix I does not in any way obligate the Company to retain the Award Recipient’s services for a fixed period or at a fixed level of compensation; nor does it in any way restrict
the Award Recipient’s right or that of the Company to terminate the Award Recipient’s employment at any time, at will, with or without notice or cause. 
  

	10.	Successors 

 The Award Recipient consents to be bound by the provisions of this Appendix I for the
benefit of the Company, and any successor or permitted assign to whose employ the Award Recipient may be transferred, without the necessity that a new agreement concerning the subject matter or this Appendix I be re-signed at the time of such
transfer. 
  

	11.	Acknowledgement of Understanding 

 In signing or electronically accepting the Award Agreement, the Award
Recipient gives the Company assurance that the Award Recipient has read and understood all of its terms; that the Award Recipient has had a full and reasonable opportunity to consider its terms and to consult with any person of his or her choosing
before signing or electronically accepting; that the Award Recipient has not relied on any agreements or representations, express or implied, that are not set forth expressly in the Award Agreement, including this Appendix I; and that the Award
Recipient has signed the Award Agreement knowingly and voluntarily. 
  

Avaya Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 8 








 EXHIBIT A 

LIST OF PRIOR INVENTIONS 

AND ORIGINAL WORKS OF AUTHORSHIP 
  

					
	 Title
	  	 Date
	  	 Identifying Number or Brief

Description



         No inventions or improvements 

         Additional Sheets Attached 
  

							
	Date:	 	 	  		 	 
		 		  		 	 Signature

				
		 		  		 	 
		 		  		 	 Name of Employee (typed or printed)


  
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and Confidential 

  
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 EXHIBIT B 

CALIFORNIA LABOR CODE SECTION 2870 

INVENTION ON OWN TIME-EXEMPTION FROM AGREEMENT 

“(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those
inventions that either: 
 (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or
actual or demonstrably anticipated research or development of the employer; or 
 (2) Result from any work performed by the employee for the
employer. 
 (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise
excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.” 
  

Avaya Holdings Corp. – Proprietary and Confidential 

  
 Appendix I - 10